DGAP-WpÜG: Tender Offer;

Target company: STADA Arzneimittel AG; Bidder: Nidda Healthcare GmbH

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a public tender offer (öffentliches
Erwerbsangebot) pursuant to Section 10 para. 1 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
in conjunction with Section 39 para. 2 sentence 3 No. 1 of the German Stock
Exchange Act (Börsengesetz, BörsG)


Bidder:
Nidda Healthcare GmbH
c/o STADA Arzneimittel Aktiengesellschaft
Stadastraße 2-18
61118 Bad Vilbel
Germany
registered with the commercial register of the local court of Frankfurt am
Main under HRB 109528

Target:
STADA Arzneimittel Aktiengesellschaft
Stadastraße 2-18
61118 Bad Vilbel
Germany
registered with the commercial register of the local court of Frankfurt am
Main under HRB 71290

WKN 725180 / ISIN DE0007251803 (non-par value registered shares)

On 1 October 2018, Nidda Healthcare GmbH ('Bidder'), a holding company
jointly controlled by funds advised by Bain Capital Private Equity
(Europe), LLP and Cinven Partners LLP, has decided to make a public tender
offer to all shareholders of STADA Arzneimittel Aktiengesellschaft
('Company') for the acquisition of all non-par value registered shares in
the Company (ISIN DE0007251803), not directly held by the Bidder, each
share representing a proportionate amount of EUR 2.60 of the share capital
of the Company (each a 'STADA Share', together the 'STADA Shares') against
payment of a cash consideration in Euros equal to the amount of the volume
weighted average domestic stock market price of STADA Shares during the
last six months prior to this publication (see Section 31 para. 1 WpÜG in
conjunction with Section 39 para. 3 sentence 2 BörsG) per STADA Share as
determined by the German Federal Financial Supervisory Authority ('Offer').
The Bidder estimates this amount to be approximately EUR 81.83.

Following this announcement, the Bidder will instruct the Company under the
existing domination and profit and loss transfer agreement in accordance
with Section 308 of the German Stock Corporation Act (Aktiengesetz, AktG)
to apply for the revocation of the admission of all STADA Shares to trading
on the regulated market of the Frankfurt Stock Exchange (General Standard)
and the Duesseldorf Stock Exchange and the revocation of the admission of
the EUR 300,000,000 1.750% fixed rate notes with maturity in 2022 issued by
STADA to the regulated market on the Luxembourg Stock Exchange in each case
to the extent legally permissible and at the earliest possible time.

Further, the Bidder entered into certain irrevocable undertakings with two
shareholders of the Company, both of which are under common control,
pursuant to which such shareholders undertook irrevocably to accept the
Offer for all STADA Shares held by them either through financial
instruments or otherwise (in total 7,521,209 STADA Shares which corresponds
to approximately 12% of the share capital and voting rights of the Company)
and any STADA Shares subsequently acquired.

The Offer will be made on and subject to the terms set out in the offer
document. The offer document (in German and a non-binding English
translation) containing the detailed terms of the Offer will be published
by way of notice of availability in the Federal Gazette (Bundesanzeiger)
and on the internet at http://www.niddahealthcare-angebot.de.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell STADA Shares. The definite terms of the Offer, as well as
further provisions concerning the Offer, will be published in the offer
document only after BaFin has approved the publication of the offer
document. Investors and holders of STADA Shares are strongly advised to
read the offer document and all other relevant documents regarding the
Offer when they become available, since they will contain important
information.

The Offer will be issued exclusively under the laws of the Federal Republic
of Germany and certain applicable provisions of U.S. securities law. Any
contract that is concluded on the basis of the Offer will be exclusively
governed by the laws of the Federal Republic of Germany and is to be
interpreted in accordance with such laws.

Bad Vilbel, 1 October 2018

Nidda Healthcare GmbH

End of WpÜG announcement

The 01.10.2018 DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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